Silvio Ventures Inc. - s. 144

Headnote

Section 144 - Revocation of cease trade order - Issuer subject to cease trade order as a result of its failure to file annual and interim financial statements and related material disclosure and analysis - partial revocation of cease trade order previously granted to permit private placement and share consolidation - Issuer has brought filings up to date and, except as set out in the order, is otherwise not in default of Ontario securities law.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127(1), 127(5), 144.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(the "Act")

AND

IN THE MATTER OF

SILVIO VENTURES INC.

ORDER

(Section 144)

WHEREAS Silvio Ventures Inc. (formerly PanGeo Pharma Inc.) (the "Applicant") has made an application to the Director for an order under section 144 of the Securities Act (Ontario) (the "Act") revoking a cease trade order made by the Director dated July 4, 2003 under paragraph 2 of section 127(1) of the Act that trading in the shares of the Applicant cease (the "Cease Trade Order").

AND WHEREAS the Applicant has applied to the Ontario Securities Commission Commission (the "Commission") for a revocation of the Cease Trade Order pursuant to section 144 of the Act (the "Application");

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was formed on August 17, 1987 under the Companies Act (British Columbia). On September 12, 2000, the Applicant was continued as a federal company under the Canada Business Corporations Act ("CBCA").

2. The Applicant is a reporting issuer under the securities legislation (the "Legislation") of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland & Labrador.

3. The authorized share capital of the Applicant consists of an unlimited number of common shares with no par value, of which 6,056,438 common shares are issued and outstanding.

4. The Cease Trade Order was issued as a result of the Applicant's failure to file its audited annual financial statements and related management disclosure and analysis ("MD&A") for the year ended January 31, 2003. Subsequently, the Applicant failed to file its audited annual financial statements and related MD&A for the years ended January 31, 2004, 2005 and 2006 and all interim financial statements and related MD&A since January 31, 2003.

5. The Applicant is also subject to cease trade orders issued by the Autorité des Marchés Financiers (the "AMF") dated June 23, 2003, the British Columbia Securities Commission ("BCSC") dated July 10, 2003, and the Manitoba Securities Commission (the "MSC") dated June 25, 2003 for failure to file its audited annual financial statements for the year ended January 31, 2003. The Applicant has concurrently applied for a revocation of these cease trade orders.

6. On July 10, 2003, the Applicant filed a petition under the Companies' Creditors Arrangement Act ("CCAA") and on October 21, 2003, the creditors of the Applicant approved a Plan of Arrangement whereby all the assets of the Applicant would be liquidated and the proceeds distributed to creditors. The monitor of the Applicant's CCAA proceedings, Ernst & Young ("E&Y"), informed the Applicant that all assets were liquidated by the end of 2003 and one cash distribution to the unsecured creditors was remaining and should be completed by the fall of 2006. Upon the final cash distribution to unsecured creditors, E&Y will be discharged as monitor and the CCAA proceedings will be terminated.

7. An extraordinary general meeting of the shareholders of the Applicant was held on September 29, 2005. At the meeting, the Applicant's shareholders approved, among other things, a stock consolidation on a basis of one new share for every twenty-five old shares (the "Stock Consolidation") and a change of name from "PanGeo Pharma Inc." to "Silvio Ventures Inc.".

8. On November 28, 2005, the Applicant's shares were accepted for listing on the NEX board of the TSX Venture Exchange and delisted from the TSX. The Applicant's common shares are not listed or quoted on any other exchange or market in Canada or elsewhere.

9. In December 2005, the Applicant applied for and received partial revocations of cease trade orders in British Columbia, Ontario, Manitoba and Quebec to proceed with the Stock Consolidation and to proceed with a private placement of equity securities to raise gross proceeds of $150,000 (the "Private Placement") by issuing 3,000,000 post-consolidated common shares at a price per share of $0.05. The Stock Consolidation and name change were completed in December 2005 and the private placement closed in January 2006.

10. The Applicant has been unable to prepare audited financial statements for the year ended January 31, 2003, the audited statement of operations and cash flows for the year ended January 31, 2004 and the interim financials for the periods ended April 30, 2003, July 31, 2003 and October 31, 2003 because:

10.1 The financial records for the year ended January 31, 2003 and the first half of the year ended January 31, 2004 are in the possession of a third party. The third party purchased all the operating subsidiaries and assets of the Applicant in late 2003 pursuant to the CCAA proceedings. The third party took possession of all the financial records of the Applicant and its subsidiaries when they purchased the subsidiaries and assets under the resulting Plan of Arrangement of the CCAA proceedings. The third party refuses to cooperate with the Applicant for the preparation and audit of the delinquent financial statements, despite numerous discussions and requests.

10.2 In addition to the missing financial records, the Applicant no longer employs the accounting personnel who assisted in the preparation of the Applicant's 2003 financial statements.

11. Current management of the Applicant has therefore been denied access to the historical accounting records necessary to audit the financial statements described in paragraph 10 hereto. As of the date of this order, the Applicant has made every reasonable effort to obtain access to, or copies of, the historical accounting records necessary to audit the financial statements described at paragraph 10, but such efforts were unsuccessful.

12. Except for the deficiencies set out in paragraphs 4 and 10 herein, the Applicant is not, to its knowledge, in default of any of the requirements of the Act, or the rules and regulations made pursuant thereto.

13. On October 19, 2006, the Applicant filed the following with the Commission via SEDAR:

(i) Audited annual financial statements and related MD&A for the years ended January 31, 2005 and 2006;

(ii) An audited balance sheet dated as of January 31, 2004 and related MD&A;

(iii) Unaudited financial statements and related MD&A for:

• The three months ended April 30, 2005

• The six months ended July 31, 2005

• The nine months ended October 31, 2005

• The three months ended April 30, 2006

• The six months ended July 31, 2006;

(iv) CEO and CFO certifications for the financial statements set out at subsections (i) and (iii) above pursuant to Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings; and

(v) All Form 13-502F1s for the 2003, 2004, 2005 and 2006 financial years.

14. Except for the deficiencies set out at paragraphs 4 and 10 herein, the Applicant is up-to-date with all its other continuous disclosure obligations, has paid all filing fees associated with those obligations, and has complied with National Instrument 51-102 Continuous Disclosure Obligations regarding delivery of financial statements.

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to section 144 of the Act, the Cease Trade Order is revoked.

DATED October 27, 2006.